Equus Magi Twilight Magica
by Dragonfire2lm
Summary: Twilight Sparkle moves to ponyville and soon makes five new friends in Applejack, Rarity, Rainbow Dash, Pinkie Pie and Fluttershy. After catching sight of a strange filly with wings and horn the Unicorn is soon introoduced to Magical fillies- young female ponies that fight monster - and Night Mares- creatures that curse ponies and spread disharmony across Equestria.
1. As If We Met In Amother World

In the colourful village of Ponyville, near the marketplace not quite in the centre of town, was a large oak tree. It was tall and grown by the finest Earth Pony gardners the government could afford, enchanted by skilled unicorn mages and given the prime spot of sunlight by the weather pegasi employed by the mayor. It had a balcony, windows and a front door.

The sign next to a small flower bed to the right of the entrance read _Golden Oaks Library_. The curtains were drawn closed, the lights were off and a 'closed' sign hung on the front door, as well a notice from the council seeking somepony to take the job of resident librarian.

The shadow of a pegasi-pulled carriage passed overhead as it circled around to land in front of the tree. the door opened and a pony stepped out, squinting at the brightness of the midday sun. She was young, a teen. She wore a plain magnenta dress that highlighted her purple fur and eyes. Her navy blue mane was tied up into a simple 'pony-tail', the fringe parted evenly in the middle to make allowance for her horn, while her tail was neatly combed, a pink ribbon tied around the base in a modest bow.

The carriage driver climbed off from his perch in the driver's seat and walked around to the back to retrieve the girl's bags and place them beside her.

"Is that everything Miss Sparkle?" he asked.

Miss Sparkle took a moment to look over all of her possessions, a roll of parchment levitating in her magnenta aura. With a satisfied nod she rolled it up and finally turned her attention to the driver.

"Yes, thank you" she replied politely.

As the carriage left the filly walked up to the front door and produced a key from a pocket on her dress, she slid it into the lock and opened the door, taking care to bring her bags in one at a time. Her horn glowed and the curtains opened, the interior lighting up instantly and showcasing the rows upon rows of books resting on the shelves carved into the wood of the hollowed-out tree.

With a sigh the purple pony got to work unpacking her belongings and began to carry a few bags upstairs to living quarters, all of the bags shared the same label.

_Property of Twilight Sparkle_.

Twilight reached the bedroom and opened the curtains to reveal a small room with an oval shaped window next to a bed that begged to given clean sheets and pillows, a small personal bookshelf, a nightstand and a vanity. With swift precision the bed was made, a few dozen books occupied the shelves and a hairbrush took its place on the vanity.

The unicorn used her levitation abilities to aid her in the many tasks that needed to be done in cleaning and dusting to ensure the library was fit to live in and re-open. A few hours passed and Twilight stepped out of the library with a saddle bag on and followed the path towards the marketplace with a checklist levitating before her.

Ponies of all colours, ages and dress code passed her by, she gave a small smile and a nervous wave to those that said hello, but for the most part kept her head down and quietly made her way to the stalls and shops she needed to purchase from.

"Ok so thats a loaf of bread, some oats, some daisies and a hooful of carrots all that's left is some-"

"Hi there!"

"Wah!" Twilight yelled, startled from her train of thought by the pink mare in front of her smiling cheerfully. Nervously Twilight pawed the ground.

"Um hello" she replied and took in the appearance of this new pony, a pink eath pony mare with a frizzled pink mane and tail a shade or two daker than her coat and baby-blue eyes. Like many ponies she wore nothing, save for the gold chain necklace around her neck, hanging from that was a smooth, oval-shaped gem that matched her eyes and seemed to glow slightly. Twilight was once again pulled from her thoughts when the pony spoke.

"Hi my name's Pinkie Pie! What's your's?"

"My name is Twilight Sparkle and-"

"Nice to met you Twily!" Pinkie said and Twilight stepped back, her ears flattened and her tail moved instinctively to curl around a hind leg.

"Can you...Please not call me that?"

"Oh sorry" Pinkie apologised, then smiled as if nothing had happened. "Anyway you're new to Ponyville right?"

"Yes, you see I just moved into the town's library and-"

"Great! That means I can give you the town tour! Oh I can throw you a 'welcome to poyville' party too!".

"That's...nice and all, but I really need to finish my grocery shopping so if you'll excuse me-" Twiligt began.

"No time for that silly, filly, I gotta show you around Ponyville"

"Wait Pinkie-Wah!" Twilight exclaimed as a pink hoof wrapped around her foreleg and dragged her off.

Trees ripe with apples of every kind surrounded the land in front of the two ponies, woven baskets surrouned each and every plant in a set of three and before them was wooden arch that read '_Sweet Apple Acres_' with an apple carved into the wood above it. The sound of fast-paced hoves reached Twilight's ears as an orange pony with a long blonde mane and tail tied into a loose braid and green eyes, galloped past and moved to a nearby tree, pivoted around and used her back legs to kick the trunk of the tree, sending the fruit raining down into the baskets.

Twilight watched in amazement as the process continued for the next dozen or so trees, until the farm horse stopped and used the brown stetson she was wearing to fan herself. It was only when the mare turned to face them did Twilight see the orange, oval-shaped gem pinned to the hat, as well as the fact that Twilight was gaping at the other pony.

"Welcome to Sweet Apple Acres, I'm Applejack" the orange pony said and chuckled. "Ah can see you've already met Pinkie, she giving you the town tour?".

Twilight quietly chuckled "I guess so, I'm Twilight Sparkle-"

"Well howdy-doo Miss Twilight" Applejack said, grasped one of Twilight's forelegs in her own and shook hooves with the unicorn. "It's a pleasure to meet ya, I'm just taking a break for lunch, would you two care ta join me, shot you can meet the rest of the Apple Family".

"Um I don't know-" Twilight began, only to be interrupted by Pinkie Pie.

"We'd love too! Oh Twilight you just going to _love_ Granny Smith's cooking! she makes the best aple pies, apple fritters, apple everything!".

"I think I ate too much pie..." Twilight moaned as she trudged along the cobblestone street behind Pinkie Pie.

"That's a _good_ thing, it means you like the cooking" Pinkie replied with a smile.

"Look out!" A voice yelled and the next thing Twilight knew, she was face first in a mud puddle.

"Nng, what in Equestria was that?" she groaned and tried to move the weight pushing her into the mud.

"Oops sorry" the same voice answered, the weight moved and a pair of hooves helped her up. Twilight looked up to se a sky blue pegasus pony with rose-red eyes and a scruffy multi-coloured mane and tail.

"Hi Dashie! This is Twilight, I'm giving her the town tour!" Pinkie said.

"Until _somepony_ crashed into me" Twilight grumbled and wiped some mud off her snout.

"Sorry" the pegasus said and laughed sheepishly. "Here, let me help you".

The winged pony flew upward and a shadow fell over Twilight. The unicorn looked up to see a mass of white only seconds before a torrent of water fell on her. The cloud was moved and the pegasus dived towards her, for a second Twilight thought she was going to crash into her again, only for the world to become a blur of solid colour, the wind picking up and spinning her around as the mud covering her saddlebags and dress vanished. The world continued to spin as the colour faded to be replaced with the vague shapes of buildings as she tried to right herself.

"My name's Rainbow Dash-" the blue pony managed to introduce herself before falling to the ground in a fit of laughter.

"What? What's so funny?" Twilight asked.

"Oh man I'm sorry, I guess I overdid it but-bwahahahaha!" Rainbow replied and tried to keep a straight face, only to fail and burst into another laughing fit.

"What?!" Twilight asked and turned to Pinkie, only to watch as she giggled and joined Rainbow on the ground.

"Your *snicker* mane, hahahaha ha!" Pinkie laughed.

"Rrng..." Twilight said and frowned.

Eventually the duo calmed down.

"Ok...Ok I'm sorry, anyway what brings you to Ponyville? Here to see my awesomeness right?" Rainbow stated and flew up into the air to pose.

"Um no, I moved here from Canterlot-"

"Woah _you're_ from Canterlot? Have you met the Wonderbolts? I heard they have their own race track there" Rainbow said excitedly.

"No, sorry"

"Well that's cool, I gues not everypony can see the best fliers in all of Equestria".

"You must really like the Wonderbolts" Twilight said.

"_Like_ them? One day I'm going to _join_ them, Rainbow Dash, the fastest flier in Equestria!" the proud pegasus announced.

"Really?" Twilight asked skeptically. "Prove it".

"See all these clouds? I can clear the sky in _ten. seconds .flat_" Rainbow stated and took off.

The rainbow-maned pony flew faster than Twilight had ever seen, leaving a mulit-coloured trail in her wake as clouds were bucked, punched, flown into or sucked up by a minature tornado.

"Woo! Go Dashie!" Pinkie cheered, snapping Twilight out of her daze and the unicorn closed her mouth as Rainbow landed, slightly out of breath.

"What'd I tell ya? Ten seconds flat" she said with a proud grin.

Twilight was speechless, which caused Rainbow to chuckle.

"Well I gotta get going, weather duty calls, see you later Twilight, maybe we can hang out sometime?" the pegasus said and flew off.

"Don't just stand there! We still have all sorts of things I have to show you!" Pinkie interjected and dragged her off.

"Over there is Bon Bon's house, she works at small candy store, there's the post office, just ingore the blue box next door, The Doctor doesn't like ponies snooping, that's the news office where they print the newspaper, oh and the radio station is across town I should take you there sometime-" Pinkie rambled, pointing out every building and its use to Twilight as they walked.

"And this the Boutique, my friend Rarity lives here. Hey let's go say hi!"

"Pinkie I don't-" Twilight's argument was rendered invalid as Pinkie all but charged inside the carousel-like building.

At the front counter was a white unicorn with blue eyes and an elgantly stled purple mane and tail, she wore gold earrings with smooth purple gems studded in them.

"Welcome to Carousel Boutique, where everything is shique and unique how can I help yo-WHAHA!" she yelled as she got a proper look at her 'customers'.

"My word whatever happened to your _coffuire_?" she asked and walked towards Twilight.

"Oh you mean my mane? It's nothing really, I'll just get out of your hair-"

"My hair? But what about _your_ hair?" Rarity asked and used telekinesis to pull Twilight towards a mirror.

"Really it's fine, you don't need to do anything" Twilight protested.

"Nonesense dear, My name's Rarity by the way, and I absolutely refuse to leave anypony in such a state,".

"Don't worry Twilight, Rarity loves to help out ponies" Pinkie chimed.

"Oh so sorry Pinkie I didn't see you there! How are you?" Rarity asked as she pulled out a brush and began to untangle the mess that was Twilight's mane.

"Just peachy! I'm just showing Twilight around town" the pink pony replied.

"My that is interesting, so Twilight was it? You must simply tell me all about yourself".

"Well I'm the new librarian, I just moved here today in fact" Twilight said.

"Oh? Where did you move from?" The fashionista asked.

"Ow, Canterlot" Twilight winced as Rarity tugged a bit too hard on her mane.

"_Canterlot?!_ Oh the style, the sophistication and you _lived there_? My stars it must have been simply wonderful, you'll have to tell me all about it!" Rarity gushed.

"Maybe some other time" Twilight replied nervously.

"Certainly Twilight, I won't keep you any longer than necessary, I promise" Rarity replied warmly.

When Twilight walked out of Rarity's shop, her mane and tail looked presentable and her dress looked like new.

"See I told you Rarity likes to help ponies!" Pinkie stated.

"I guess you did" Twilight replied with a smile. "So where to next?".

Pinkie stopped and put a hoof to her chin and frowned in thought.

"Hm...I know!" the pink pony declared and Twilight blinked in astonishment as a light bulb appeared over Pinkie's head and lit up. "Next stop..."

"...Sugarcube Corner!" Pinkie declared as Twilight looked at the building that looked like it a giant gingerbread house.

"You waited five minutes to say that?" Twilight asked.

"It was necessary for the scene transition" Pinkie replied.

"Huh?"

"This where I live, i work for Mr and Mrs Cake and in return I live upstairs" Pinkie explained. "Anyway I need to get everything ready for your 'Welcome to Ponyville party' I'll get everything set up and bring you back here tonight ok?"

"You don't need to go to all that trouble on my account..."

"Pfft what are friends for!" Pinkie replied casually.

"Friends?" Twilight asked, surprised.

"Well duh! You're my friend, Applejack's friend, Rainbow's friend and Rarity's friend. Wasn't it obvious?"

"No..."

"Well get used to it! 'Casue we're gonna have _so_ much fun together!" Pinkie said cheefully.

The party was in full swing when Twilight arrived that evening, table laden with food and punch bowls, games scattered around the room and some music was playing courtesy of a stallion working as a DJ for the event.

"Hey Twilight, Nice to see you!" Rainbow said and hovered over to the unicorn. "The guest of honour's here!"

"Woohoo!" Pinkie shouted and pulled out a microphone from nowhere. "Everypony, say hello to Twilight Sparkle!"

Various party goers began making their way over to Twilight, saying hello, asking simple questions, and it didn't take long for a crowd to form. Twilight's ears fell flat against her head and she took a step backwards, when the crowd pressed forward she panicked, her horn glowed and in a small brust of light she teleported to a dark corner of the room, unsen by the confused guests.

Clutching her tail like it was a rope to safety, Twilight sat still as she tried to get her heart to stop racing.

"Shh It's ok" a soft voice cooed and the hyperventilating unicorn was wrapped in a feathery embrace. Twilight sat there wrapped in the warmth of yellow feathers as the other pony spoke soothing words to her, unware of four others staring at her in worry.

When Twilight calmed down she stood up and turned to face the pony that had helped her. it was a light yellow pegasus pony with a long, light pink mane and tail that curled gracefully near the ends. Soft, kind green eyes met hers. The pony was wearing a gold bracelet with a pink jewel, the bracelet itself resembled leaves.

"Are you ok?" the pony asked.

"Y-yeah, sorry about that, I don't llike crowds all that much.." Twilight replied with an embarrassed smile and was instantly crushed by hug from Pinkie.

"I'm so sorry Twlight, if I knew you didn't like crowds I wouldn't have invited so many ponies, and then you wouldn't get scared, and then wouldn't have panicked, I'M SO SORRY!" the party pony almost yelled.

Twilight pried herself from Pinkie's death grip, looking surprised at her outburst.

"It's ok, really Pinkie you did a great job with the party". Twilight replied reassuringly, then turned to the pony that helped with her panic attack. "And I guess I should thank you for helping me miss-?"

The pony smiled shyly.

"M-my name is Fluttershy" she mumbled, just barely audible over the music.

"Well it is very nice to meet you, I'm um..I'm Twilight Sparkle, but you probably know that already...".

"It's nice to meet you too Twilight, You probably didn't see me during Pinkie's Tour because I run the animal shelter near the edge of town, Maybe-maybe you'd like to come with me some time and I can introduce you to all the animals?" Fluttershy asked.

"That sounds lovely Fluttershy"

"Here's and idea, why don't all six of us go?" Rainbow suggested. "We could be, like, helping Twilight get used to being around lots of ponies and stuff".

"That sounds like a wonderful idea Rainbow, though I'll have to design an outfit appropriate for such an outing" Rarity said.

"Ah say that's a mighty fine idea, maybe ya'll can stop by the fram on your way there and treat yourselves to some of Equestria's finest apples?" Applejack said.

"I'll bring cookies, and cake!" Pinkie stated, her grin in full force.

"I can bring some books on animals if you'd like? it could help...maybe?" Twilight offered.

"Sure, I'd like it if all of you come, the other workers and I could use a hand, what with all the new animals we're getting in, all those poor puppies that ended up as unwanted Hearth's Warming Eve gifts need food, shelter and plenty of love" Fluttershy replied.

Twilight spent the rest of the night playing games, eating snacks and chatting with ponies and staying close to the five new ponies she had bonded with during her first day in ponyville. By the time she trudged to her new home and crawled into bed she was exhausted, but happy.

This was the start of something magical...

Deep within the Everfree Forest, a voice cried and cackled, chanting something to the tune of a nursery rhyme.

"_ekahs elttil a od dna, sevooh rouy palc, ekawa sgubydal, enihsnus enihsnus_".

**Author's Note:**

This chapter's title is a play on 'as if we met in a dream', the name of the first episode of _Puella magi Madoka Magica_

The story name itself is a play on the anime title...

The entire chapter is re-interpreation of the MLP episode '_Friendship is magic part 1_'.

No spoilers in the comments please, if you spot any typos pleas point them out so I can correct them.

So which episodes of MLP FiM should I re-interpret for this fic? I already plan to do 'party of one', 'applebuck season' and 'boast busters'.

This probably the longest chapter I've ever witten for a MLP fanfic, I just hope you guys don't get disappointed when following chapters are shorter (they might be I dunno).


	2. Something Wicked This Way Comes

Twilight walked into the kitchen that morning and turned the radio on to the news station while she preapared breakfast, she paused when an emergency news announcement came on.

"_The Town Guard found well-known businesscolt, Filthy Rich, dead in his home last night after a concerned neighbour reported not seeing the stallion leave his Ponyville home for several days, his 10-year-old daughter, Diamond Tiara has also been reported missing by the local school teacher. If anypony has any information, please contact the Town Guard Immediately._

In other news, a local Sydneigh mare by the name of Dreamer Prose has announced her intention to travel to Canterlot and the surrounding towns for book signings. Dreamer Prose is the writer of the many award-winning short stories and fairy-tales and the young author has stated she owes her success to her"over-active imagination". Fans eagerly await her arrival in the coming weeks..."

.

"It's shocking that something so terrible could happen in a small town like this..." Twilight said and went back to her breakfast.

Twilight trotted down the dirt path past tress and well-kept flowerbeds near the outskirts of town, in her magic was a piece of paper with directions to the animal shelter. Strapped to the unicorn's back was a pair of saddlebags bulging slightly with thick tomes.

She smiled as she turned a corner a spotted a cottage created from a tree with a beautiful garden, complete with a pond at the front and a few trees for birds to perch on. Animals of all kinds could be seen gong about their business, some of them even crowded around the familiar butter-yellow pegasus as she sat in the sun reading a book.

"Good morning Fluttershy!" Twilight called out, and winced as the animals scatterred in fear.

Fluttershy looked up from her book and smiled.

"Good morning Twilight, you're a bit early though".

"Oh, that's not a problem is it?"

"Not at all, why don't you head on inside and we'll get started" Fluttershy replied kindly.

When Twilight walked through the front door, a carrot smacked her in the face. The shocked unicorn looked down to see an irritated white rabbit glaring at her.

"Angel Bunny!" Fluttershy scolded as soon as she walked in. "That is not how we treat guests! I'm so sorry, I just don't know what gets into him sometimes..."

"I'm ok, it's not like he hurt me or anything" Twilight replied.

"I know, it's just he can a hoofful at times"

"I can imagine" Twilight said with a laugh. "So I brought some books with me, we can take a look at them now if you want...".

"Sure, I just need to go and check on the chickens one last time, Elizabeak has a habit of escaping when I'm not looking" Fluttershy replied and headed out the door.

Twilight placed her saddlebags on the nearby table and took a proper look at the room, there was a green sofa by the window, a few shelves with photos and books on a the adjacent wall, a fireplace and a archway leading to the kichen, as well a staircase to the upper lelvel.

As she pulled her books out with magic, something white moved in the corner of her eye. Twilight turned around to see nothing but empty air, shrugged and went back to her books, now in the process of sorting them into the right categories. It wasn't long before Fluttershy returned.

"Twilight, I'm so sorry to trouble you, but Elizabeak escaped again, could you help me find her? I just hope she didn't wander into the Everfree Forest..." the pegasus asked.

"Don't worry Fluttershy, I'd be happy to help, so where do you want me to start?"

"Could you check the backyard for me? I'll fly around near the Everfree border and see if I can't spot her" Fluttershy replied.

"Here chicken, chicken, chicken...Ugh this going nowhere" Twilight sighed as she walked past the chicken coop for the third time, there was no sign of the escaped hen anywhere in Fluttershy's large backyard.

A rustle in the bushes caught her attention, a chicken's head popped up, clucked once and vainshed.

"Elizabeak!" Twilight called out and ran after the bird. she caught sight of it as it ran towards the forest, wings flapping.

"Wait!" she yelled and bolted after it.

Further the unicorn ran into the Everfree, folllowing glimpses of a white wing or a chicken's foot as it disappeared from view once more. It was only when she tripped over an exposed root that Twilight took notice of how the trees towered over her and blocked the sunlight, how it appeared that eyes were staring at her from every nook and cranny in the dense undergrowth.

Something white moved in the corner of her eye and Twilight whirled around, expecting it to be the sought-after hen. What she found was a white foal with a pink mane and tail that flowed behind her on an invisible breeze. Her eyes were purple and Twilight was surpised when she saw not only a unicorn's horn, but a pair of pegasi wings folded neatly on the filly's back.

Without a word the young pony ran into the brush.

"Twilight? What are you doing here?!" a voice called out in surprise and Twilight looked up to see Rainbow Dash hovering nearby.

"Rainbow! Am I glad to see you, I was chasing afer one Fluttershy's chicken's, did you see where it went?"

"No, all I saw was you running in here, don't you know how dangerous the Everfree Forest is? There's all kinds of monsters and stuff in here!" Rainbow explained.

"I'm sorry..."

"No sweat, we'll just find that chicken and high-tail it out of here before you can say Sonic Rainboom!" the prismatic pegasus declared.

A voice drifted to them from the darkness, it almost sounded like a young filly.

"_knalf knalb!_".

The two ponies screamed as a wall of twisted, mutilated colours engulfed them.

"What haappened?" Rainbow asked. "Where are we?".

They were in some strange new dimension: a fushion of an upper class home, a fancy manor and a palace. Expensive pieces of furniture dotted the landscape or stood at odd angles. Photos of a stallion, his wife and a pink filly hung in the air, along with more pictures of the fillie's mother and another young pony, a grey coated filly with a lighter grey mane in a single braid, wearing pink glasses and a blue pearl necklace.

Gold bits and gems of all colours hung suspened in the air, as if frozen in time. The floor beneath their hooves was a mash-up of fine wooden flooring, marble tiles and elegant red carpet.

A strange mix of laughter and screams filled the air as giant silver spoons flooded iin from behind furniture and began to circle the two ponies.

"What is all this?" Twilight fearfully asked.

"Where's the exit?" Rainbow shouted in panic.

One spoon, larger than the rest, with a pair of fancy pink glasses on its 'face' and a necklace of blue pearls around the handle approached them, its comrades giggling. The two frightened ponies huddled together and expected the worst.

Before either of them could react, golden coloured apples flew through the air and exploded upon impact with the spoons, the leader shrieking and jumping back.

"Are you two ok?" A voice with a southern drawl asked and the pair opened their eyes to see Applejack standing in front of them. She was wearing a white collared shirt and an orange checkered skirt a shade lighter than her coat. Her mane was tied in a pair of braids, her tail was also braided. Brown work boots were on her back hooves and three red gems in the shape of apples adorned her flank.

Her stetson was white with a gold ring of material around the middle, pinned in the middle of that was an orange gem in the shape of an apple. A pair of black saddlebags were at her sides, with some rope coiled up and attached to the straps.

"What's going on?" Twilight asked. "What are those things".

"They're called familiars, servents of a Night Mare" the farm pony explained and leapt up, grabbed the rope in her mouth and used it like a whip against the approaching horde of aniamted silverware. With a crack akin to thunder, it slammed into a group of spoons, shattering them to pieces.

"What's a night mare?" Rainbow asked.

Applejack landed on all four hooves, reached into her bag and pulled out a series of small apple-themed grenades that she hurled at the remaining familiars, they exploded on contact, leaving the leader behind. Lastly the jewel on her hat glowed and an axe appeared in her mouth. The farm pony reared up on her hind legs, threw her head back and launched the axe as hard as she could could, it spun through the air and embedded itself in the 'head' of the lead spoon, the area around the wound cracked until the creature shattered into miniscule peices.

Upon it's demise an ear-piercing scream filled the room.

"Well Rainbow, you're about to meet your first night mare" Applejack stated.

The scenry shifted around them, colours and objects changed to a blur.

"What's happenning?" Twilight asked.

"Well I just destroyed the lead familiar" Apllejack explained. "An' the night mare ain't too happy about that, so she's bringing us to her".

The trio soon found themselves in a room that looked like a mix between a doll's house and a throne room, the walls had red paint that chipped in some paces, the floor was dark brown wood and a light shone down into the centre of the room, revealing a small filly's tea party in front of a golden throne.

Twilight fought back the urge to scream when she laid eyes on the _thing_ that sat on the throne. It vaugely resembled a pink unicorn pony with large blue doe-eyes too big for its head, white wings too small for its body. it's legs were long and gangly with golden shoes a size too big on each hoof. It's two-toned purple and white mane was in a clumsily made bun, while a comically large blue bow was tied to the base of its long tail. Perched on its head was a purple tiara, and a black one identical to it was on the creature's flank. The image seemed to pulsate and shift to different shades of black and grey.

"That is a night mare" Applejack said solmely.

A banner floated over the throne, it read **Introducing: Pwetty Pony Pwincess**.

"_Pmur! pmul-ragus, pumb! Pumb!_" cackled Pwetty Pony Pwincess.

"Now Ya'll stay back, ya hear? This is dangerous stuff" Applejack said, the gem on her hat glowed again and an orange force field covered the other two ponies.

"Applejack!" Twilight and Rainbow yelled as the orange pony leapt into the fray.

Pwetty Pony Pwincess yelled in anger as Applejack attacked it with her rope, whipping it's hooves and chest, then back-peddled as the monstrosity's hoof almost crushed her. The mockery of a pony raised its head and its horn glowed as it summoned immpossibly large diamonds to fly through the air at the pony attacking it.

One of the jewels slammed into Applejack's side, which sent her sliding across the room. With a grunt she pulled herself to her hooves and whipped out a golden apple from her bag and hurled it at the night mare, it exploded into a gold net that trapped the creature. While it struggled with its bonds Applejack pulled out more grenades and threw them at Pwetty Pony Pwincess, the explosion that followed sent it slamming into the wall behind it, its gold throne nothing but a twisted lump of metal.

Enraged, Pwetty brought forth a blizzard of bits from her small wings, the force sent Applejack skidding backwards and slamming into the barrier that protected Twilight and Rainbow. A house sized diamond materialised over the group and as it began to fall, a pink ball of rose petals slammed into it and broke the gem into much smaller pieces that rained harmlesly down onto the group.

"About time ya got here, with these two tagging along I can't exactly go all out" Applejack as she got up and turned to face the new comer.

Both Twilight and Rainbow felt their jaws drop in shock as they spotted the familiar yellow pegasus, her wings outstretched and glowing slightly.

"F-Fluttershy?" Rainbow said.

Fluttershy was wearing a long-sleeved white shirt and pink ballerina-style shoes on each hoof. Her mane was pulled back by a green headband decorated with three pink butterflies on each side and on her flank was a pink jewel in the shape of a butterfly. She also wore a simple light green short skirt.

"Oh my, I didn't mean to be late Applejack..." the yellow peagsus replied.

"Now don't you worry none sugarcube, just help me clean this mess up" the farm pony replied and summoned her axe.

Fluttershy nodded and the gem on her flank glowed, a glowing pink bow appeared and she held it in her wings and used her primary feathers the same way as fingers to draw the bow back. which resulted in an arrow made of pink light to appear.

At the time the two ponies launched their attacks, striking the night mare in the chest. There was a scream as the creature spasmed and thrashed in agony, before it burst into a cloud of black energy, leaving nothing behind but a small black seed with a purple tiara engraved on it.

The strange dimension warped and twisted for a second, then vanished, leaving the four ponies in the Everfree Forest. The force field around Twilight and Rainbow diappeared as Applejack walked over to where the night mare once was, picked up the seed and placed it into her saddlebags.

"What the buck just happened?" Rainbow asked.

The group returned to Fluttershy's lounge room and the yellow pony had wasted no time in making sure her guests had a hot cup of tea before sitting beside Applejack as they prepared to answer any and all questions their friends had.

"So what _is_ going on exactly?" Twilight asked. "The two of you can use magic I've never even seen! And what about that...that place we were in? What was it? And those creatures-".

"Hold your horses Twi', I'm gettin' to that" Applejack answered and removed her stetson. "You see this gem here on my hat? This is the source of my magic, the gem on Fluttershy's flank is the source of here's".

"You see Applejack and I are 'Magical Fillies' and we each made a wish and in return, our job is to fight those creatures you saw earlier" Fluttershy added calmly.

"Wait a minute, you made a _wish_ and then you get all that cool magic?" Rainbow asked.

"Um...yes..."

"Ok..then what are those creatures, you mentioned something called a 'night mare'?" Twilight asked.

"Well, if Magical Fillies are made from wishes, then Ah reckon Night Mares are made from curses" Applejack replied.

"What? But there's no such thing as curses!" Twilight protested.

"Do you want me to explain or not?" Applejack said sterrnly. "You see them night mares are monsers, they go around cursin' ponies. You heard about that murder on the radio this morning right? That night mare you just saw was responsible, most likely killed that stallion's poor filly and used her body to manifest itself or somethin'. The job of a Magical Filly is to kill Night Mares and gather theese" the farm pony continued and pulled out the strange seed Pwetty and dropped upon her defeat.

Applejack sighed, her body glowed and she returned to normal. Her clothes vanished, her mane and tail changed back to its normal braid and her stetson returned to normal, along with the gem pinned to it.

"This gem is called a soul gem, in order to get one and become a magical filly, you have to make a contract with a messenger of miracles" Applejack explained and pointed to the gem on her hat. "In exchange for granting one wish, the pony must fight night mares".

"When a night mare is defeated they sometimes drop a seed like the one Applejack has, they're called grief seeds and are needed to replenish our magic, becuase when a magical filly uses thier magic their soul gem becomes tainted and the grief seed is used to remove the taint" Fluttershy elaborated and motioned to her gem, which had darkened in colour slightly, as had Applejack's, though to a greater extent.

Twilight and Rainbow watched as Applejack moved the grief seed closer to her soul gem, black mist floated from the gem into the seed and the gem instantly returned to its proper colour and brightness.

"You mustn't let a seed gather too much taint though, or it could hatch into a night mare" Fluttershy explained as Applejack passed the seed over to her to clean her Soul Gem.

"This is just...Awesome!" Rainbow declared. "Sign me up!"

In a flash of light the white filly Twilight saw earlier appeared next to Fluttershy.

"If you want to become a Magical Filly" the pony said. "Just make a contract with me."

Night Mare Bio

Pwetty Pony Pwincess

A 'Holier-than-thou' Night Mare with an arrogant nature that lures unsuspecting ponies into her maze and forces them to admire her, all who try to run or scream at her disproportioned form are beheaded. This Night Mare will do anything to be the centre of attention, even using a pile of bits to lure greedy ponies into her lair.

Her maze resmebles a posh manor: family photos, awards and large piles of money dot the landscape.

Her familiars are giant spoons made of the finest silver that will do anything the night mare commands, the leader of these wears blue stylish glasses and a blue pearl necklace around its handle. It is said damaging this particular familiar will send the night mare into a rage.

**Author's Note:**

Ah Dreamer Prose, if only I could share in your success...oh wait you're my ponysona...eh I guess I can dream right?

Originally I was going to wait a few chapters before diving into the magical filly stuff, but really I just couldn't see it dragging for so long, so I just went 'stuff it' and just dumped this chapter on you guys.

I really want to draw a pic of each Night Mare to put in the story, but I can't draw...

Pwetty Pony Pwincess was a last minute addition, originally Screwball was going to be in her place, but then idea for her maze came about and I just couldn't resist, the idea behind this Night Mare was Diamond Tiara's snoobish attitude and the fact that she wears a tiara, also a poorly conceived pun on 'character X becomes an Alicorn', the idea of pony princesses in general and a toy line that is nothing but 'pretty pony princesses' similar to the My Little pony franchise I think it was called filly princesses or something...

Cutie marks in this universe act as either a decoration for a magical fillie's battle form (like Applejack's) or are the girl's Soul Gem (Like Fluttershy's). A night mare's Cutie Mark acts as their grief seed and a symbol of the kind of night mare they are, the main difference between a night amre's mark and magical filiies mark is that a night mare's mark is always black and gives off black energy.

Please point out any typos, I've gone over this chapter a few times and I think I got them all.


	3. Wish Upon a Celestia

"Who are you?" Twilight asked.

"My name is Celestia and I am a Messenger of Miracles" the filly replied.

"But you're a pony! _And_ you have wings and a horn, how is that possible?" Twilight exclaimed.

"Uh Twilight, that night mare we saw had wings and a horn" Rainbow stated.

"While that is true, Most night mares often look like things that are seen as frightenning, unnatural or even demonic in the eyes of ponies" Celestia stated. "I, on the other hoof, am a Messenger of Miracles, my wings and horn represent my power".

"If you have so much power to begin with, then why don't you defeat the night mares yourself?" Twilight asked.

"You see Twilight, my job is make contracts with females of your species, so I can collect the energy produced when they defeat a night mare in order to counteract Entrpoy" Celestia explained.

"Huh?" Rainbow asked.

"The energy used in the universe greatly outweighs the amount being created, becuase of this, the universe is slowly dying. My species have devoted ourselves to combating this, and we found that the emotional output of ponies, young females in particular, are exempt from the force of Entropy". Celestia stated. "Night Mares feed off of the emotional energy of ponies, their hopes and dreams, because they are made from sorrow, anger, hatred and despair, and in the process curse their taget, causing murders, suicides and all manner of crimes".

"So then why create Magical Fillies?" Twilight asked.

"Becasue the night mare needs to be killed in order for me to harvest the emotional energy it gathered throughout its life. The process of transforming young mares such as yourselves into Magical Fillies also produces energy that I can harvest to combat Entropy" the filly replied. "So it's only logical that in return for granting any wish, Magical Fillies go out and defeat Night Mares, enabling me to harvest the needed energy".

"It also means that we save a lot of lives by defeating night mares" Fluttershy added.

"Any wish, Seriously?" Rainbow asked.

"But of course, any wish, any miracle I can grant. The one thing you desire most I can give you, if you make a contract with me" the filly said.

"That sounds so awesome!" the blue pegasus exclaimed.

"Now hold on a minute Rainbow, this isn't all fun an' games Ya' hear" Applejack interrupted. "Ya need to be sure about your wish, the one thing you'll be trading your very _soul_ for, it's not a walk in the park and there's a lot of work involved, ya have to be absolutly sure about what you want".

"Couldn't I just wish for more wishes?" Rainbow replied.

"I'm afraid not" Celestia stated. "My kind are physically incapable of granting such a wish, I believe it has something to do with the way our magic works and binding it to a life form, we can only grant one wish per Magical Filly we create because any more would destroy our life's essence".

"Aw..." Rainbow pouted.

"What did you two wish for/" Twilight asked and faced the two Magical Fillies in the room.

"I...Um I sort made my wish on a whim..." Fluttershy admitted sheepishly. "Angel got attacked by a timberwolf and I used my wish to bring him back..."

"While Fluttershy's wish ain't the best example ta go off, you two need to understand that not everypony gets a choice when it comes to makin' a wish" Applejack stated.

"Ok then, what happened when you made your wish?" Twilight asked.

"it was shortly after Ma' an' Pa died, I was just old enough to do some chores an' Big Mac had to pick up finishing the harvest...We had ta spend our savings on hired workers that year and then..." Applejack explained and paused to regain her composure.

"Applebloom got sick..."

_A much younger Applebloom, barely older than a toddler, was in a bed inside the apple family's home. She was sweating profoundly and shivers wracked her small form. Standing over with concern etched upon their faces was the rest of her kin, Big Macintosh, in the mist of a growth spurt that matched his name, Granny Smith, looking a little less ancient and Applejack. The young filly wore her father's brown stetson on her head, only moving to use a hoof to push it up when it fell over her eyes._

"What do we do Granny?" the orange filly asked.

"I don't know youngin', we can't afford a hospital bill or a doctor..." the family matriarch replied. "All we can do now is hope she sweats this out..."

"Eeyup..." Big Mac solemnly added.

"But there jus' has ta be somethang! After what happened to Ma an Pa...It's not fair!" Applejack exclaimed in a mix of sorrow and galloped out of the house.

The young pony ran out into her family's orchard, past apple tress, zap apple tress and past the fields used for growing other crops. Finally, she came to a stop at a hill where a large old oak tree grew, surrounded by different kinds of wildflowers. In front of the tree were two mounds of raised earth and a headstone before each of them.

Applejack said nothing as she sat down in front of the graves, her eyes looked ahead on the wha remained of her beloved parents. Tears procked at her eyes and she sniffed.

"F-first you two leave us an, an now Applebloom is gonna leave as welll! Ah don't want her too! why did you hav' to go an die? we could've been one big happily family..." she sobbed.

"Ah don't wanna be alone..."

"An' that was when this here filly appeared" Applejack explained. "Ah was so desperate that ah made mah wish without thinking, 'course Applebloom got better but then Ah to fight Night Mares along with doing farm work. It was hard, an' there were a few times that ah almost didn't make it back from a fight. Ah learned things the hard way fer most of it."

"But it's not all bad right?" Twilight asked.

"Nah, ah get ta save ponies of course. Once ah found out Rarity was a Magical Filly too things got a little easier" the famr pony elaborated.

"Rarity's a magical filly too?" Rainbow asked.

"Yup, she taught me an' Pinkie Pie taught her, at least that's what she told me, Ah've never seen the girl in action though, heck ah don't think ah've seen her transform either.." Applejack replied.

"How come there are so many magical fillies in Ponyville anyway?" Twilight asked.

"Well Ponyville is close to the Everfree forest and lots of Night Mares hide in there until they're ready to hunt for innocent ponies" Fluttershy exaplined. "And the forest itself covers a lot of area too, so it's easy for night mares to hide in there and let their familiairs do the work".

"Cause of that it's easier for a group of magical fillies ta patrol small towns and pathways leading ta big cities like Canterlot and rescue ponies that have been cursed or hunting down night mares on the run" Applejack added.

"All of this talk of magical fillies and night mares sounds amazing" Twilight said. "But I don't know what to wish for...".

"Yeah only getting one wish makes it kinda hard to decide" Rainbow agreed.

"There's no need to rush" Celestia said. "You both have the potential to become magical fillies".

"Take your time deciding, once ya make a contract, ya can't go back" Applejack warned.

"If you want an idea of what we do, maybe you'd like to come with us on our next night mare hunt?" Fluttershy offered.

"Are you sure Fluttershy? I don't want to be a burden or anything..." Twilight said.

"The more the merrier ah say" Applejack said. "At least this way ya can be absolutely sure of what you want ta do".

The next day Twilight met up with Rainbow outside the apple family's barn. The blue pegasus had a pair of goggles on her head and a baseball bat tucked under a wing.

"Hi Rainbow, what's that for?" Twilight asked, pointing a hoof at the bat.

"Protection, what else?"

"But we're only going to be watching the fights, not participating" Twilight stated.

"So what? It doesn't mean I won't need something to smack a few familiars with...ya know in case Applejack's barrier fails or something" Rainbow said.

"Morning Twi', RD!" Applejack called as she walked up to them from the farm house. "Fluttershy can't make it today, what with the bunny census around the corner an' all, so it's just you an' me".

"Morning Applejack" Twilight greeted. "So what are we doing today?"

"The three of us are goin' ta be patrolling the town and checking ta see if anypony has signs of bein' cursed, then we follow them ta the night mare responisble an' finish it once an' for all" Applejack explained then looked quizically at the bat Rainbow had with her. "What's tha' for?"

"Protection" the pegasus declared.

"Ok..."

In a small record store in Ponyville's market district a small, round black seed sat on top of a pile of vinyl records, engraved on it was a musical note with bat wings. It pulsated slightly before exploding into a plume of black mist and red energy that filled the entire shop.

"_Sbuw! Sbuw!_" the voice of a newly hatched night mare creied from within the msoke. "_Mongu mongu kcajelppa! Hehehehe!_".

**Author's Note:**

I made Celestia a 'messenger of miracles' instead of a 'messenger of magic' like Kyubey for a simple reason-magic already exists in Equestria. Celestia is also slighly more expressive than the incubator as she can feel emotions, but is more distant than a pony, she's a different species than the girls, she just looks like a pony.

I actually had to go onto the Madoka Magica Wiki to give myself a refresher on the concept of entrpoy used the anime.

I hate writing Applejack's dialouge...

I know it's a fair bit shorter than the last couple of chapters but I said I might not be able to keep the length consistant.


	4. Bonus Short- Equus Magi Dreamer Magica

Celestia sat on a desk, looking over at the white unicorn next to her. They were in a library in Manehatten, the mare's usually long, lion-like, sunset orange mane was tied up in a pony tail, her blue eyes scanning the piece of parchment sitting before her, while the sapphire blue quil held in her equally blue magical aura scribbled something down.

"Are you going to make a wish?" the filly asked, breaking the silence that had only been penetrated by the scratching of the quill.

"Lemme finish this chapter..." The unicorn muttered and used a hoof to push her black-framed glasses back up her snout.

Celestia huffed in mild annoyance and turend her attnetion to an open sketchbook on her right. Drawings of dragons, unicorns and strange bests littered the pages as the messenger of miracles flicked through it. As she browsed she could hear the pony beside her muttering as she wrote.

"_mogu mogu kcajelppa, I wonder if they'll understand every witch-no gotta remember they're night mares in this universe- speak backwards...Maybe I'm being too subtle, then again that's not exactly a bad thing..._"

"Your wish, Dreamer Prose?" Celestia asked.

"Huh?" the unicorn, Dreamer Prose, looked up, startled by the interruption. "Oh right...".

She put down her quill and pulled a scroll out of a draw and tossed it to the filly.

"That has my wish, as well as the exact way I want it, and my powers to work, written on it" the writer explained. "Think you can pull it off?"

"Hm...This is counterproductive to my plans, but it could prove beneficial to my goal in the long one, very well I accept your conditions" Celestia replied after going over the scroll. Her horn glowed gold and Dreamer was bathed in lght.

"The contract is complete and your wish has overcome Entropy! Go now and unleash your new magical power!"

**Author's Note:**

This was a bit of fun on my part, for the purpose of this story Dreamer wo't be making an appearance, she'll be going around killing night mares in other areas. Timeline wise this is set before the events of Equus Magi Twilight Magica, and the radio station that menions her gives you guys a clue to what her wish was.

Dreamer complains about being subtle because I did, I want you guys to point out any theories you have, I know I said no spilers in the comments but eh...I don't care anymore, some things fans know from the anime is bound to happen sooner or later in this fic.


	5. Give it up for Vampir Scratch

The trio of ponies walked down the cobblestone path towards the centre of Ponyville. Surprisingly, the streets were oddly deserted and Twilight could hear a voice as they neared the town square.

"-And Powerful Trixie performs the most spectacular feats of magic ever witnessed by pony eyes!"

"Huh, sounds there's a show on," Rainbow said.

"An' a good thing too," Applejack stated. "We can hunt for night mares without alertin' the town folk an' puttin' 'em in danger."

"Where do we start?" Twilight asked.

"Hey look!" Rainbow shouted and pointed to something further down the street. It was a dirt-brown earth pony colt with a scruffy, two-toned mane and tail a few shades lighter than his coat. His chocolate brown eyes were glazed over and the propeller hat he wore was slightly askew.

The young colt was walking slowly, almost as if he were hypnotised and as Twilight got nearer, she could see a black mark on his neck, two mirrored, bridged eighth notes that had bat wings.

"Hey kid? You ok?" Rainbow asked."...Kid?"

"Don't waste yer breath Rainbow, he can't hear ya" Applejack stated. "He's been cursed"

"Is there anything we can do?" Twilight asked, voice laced with concern.

"We find the night mare that cursed him, once it's dead he'll be just peachy," the orange pony replied and began to walk near certain shops in search of something. After a moment, she walked back up the street, closer to where the performance was taking place, her soul gem began to glow as she neared the record store.

The colt was slowly stumbling towards it.

"Ok, RD knock him out, we can't let him get ta the night mare," Applejack ordered.

"Knock him out? Are you sure," the pegasus asked.

"Sure as sugar, if tha' night mare gets him, we'd have a hard time trying to kill it an' save the kid," Applejack replied.

Rainbow looked hesitant.

"I could use a sleep spell, would that work?" Twilight asked.

"As long as he can't go anywhere," the orange pony stated.

Twilight walked over to stand in front of the colt, her horn glowed and the young pony's eyes began to droop. Within seconds, the foal was sound asleep on the ground.

"Nice work Twi," Applejack praised. "Now are ya'll ready fer this? The night mare is in tha' there store and once we enter its maze, you two have ta be careful."

"Maze?" Rainbow asked.

"Ya remember tha' strange world ya were in when I fought Pwetty? That's called a maze, its what night mares use to hide themselves" the magical filly replied. Her soul gem glowed and, in a flash of light, Applejack was in her battle form, complete with saddle bags, her braided mane and tail and white stetson.

"Alright ya'll, let's get this show on the road!" she declared, her soul gem glowed again and a wave of red and black energy appeared from within the store and swallowed the three ponies.

"This is...Freaky," Rainbow said after they entered the maze. The place looked like a nightclub, the floor was made from glowing tiles, lights of every colour imaginable danced around them and a disco balls floated in the air along with coloured music notes that moved to the beat of dubstep playing from two enormous speakers. floating around the room via black bat wings were over-sized records.

"Alright you two, just stay close ta me," Applejack stated and the group walked forward.

Nervously, Twilight and Rainbow glanced around at the flying discs, while Applejack had her rope at the ready.

"Why aren't they attacking us?" Twilight asked.

"Ah'm not sure, maybe they're just waiting for us to get to the Night Mare.." Applejack answered.

"Oh come on!" Rainbow exclaimed. "I expected some action here!"

_That_ spurred the familiars into action, screeching and swooping down towards the ponies. Twilight screamed as one got too close and was hit by Rainbow's bat, sending it careening into one of its allies.

"Dang it Rainbow!" Applejack said angrily and sent her rope cracking into another beast, shattering it to pieces. "Run fer it!"

The group ran down a corridor with the screaming discs on their hooves. The further they ran. the more familiars blocked their escape, as soon as a split in the path appeared, more winged records would fly over it, making escape down that route impossible and forcing the trio to continue down the narrow hallway. Applejack tried to turn around and attack, but they gave her no room to maneuver.

"They're herdin' us!" the orange pony realised.

"Where too?" Twilight asked.

"We're about to find out..."

The trio stood before two giant metal doors, akin to the kind used to access a building from behind, complete with long metal handles to push down to gain access.

They creaked open and a voice blared at them from some unseen speakers as they walked in.

"Fillies and gentlecolts! Give it up for Vampir Scratch!" a stallion's voice said enthusiastically.

The lights switched on revealing dark red walls, black tiles for the floor and a DJ's booth in the centre of the room. The group looked up to see the creature hovering above them, its giant, white bat wings dwarfing its equine body. It appeared to be bipedal, its forelimbs hanged limply at its sides while its head angled downwards, staring at the floor. Its two-toned blue mane obscured its eyes, all that could be seen of the night mare's face was the muzzle and two glistening, blood-stained fangs. Its long tail dangled limply in the air as it hovered above, still and silent as a corpse.

It suddenly looked up, revealing red orbs of light for eyes.

"_Sbuw!_" it screamed in anguish, the black nothingness that composed its mouth sent chills down Twilight's spine.

Applejack stood firm, her gem glowed and a barrier surrounded Twilight and Rainbow. With her friends safe, she ran forward, uncoiled her rope and lashed out at the bat-winged monster before her. The rope bounced off Vampir's wings as it used them to shield its body.

The farm pony 'tsked', pulled out some grenades and hurled them at the night mare. The creature shrieked as the resulting explosion tore small wounds in its leathery wings, forcing it to descend slightly.

"So that's how is huh?" Applejack muttered and reached into her saddlebags, pulling out some kitchen knives. Her gem glowed, magic coating the utensils and giving them that extra kick the Magical Filly needed. She gripped the handle of one in her mouth, reared back and let it fly, it sliced through the air and straight through the night mare's wing. She repeated the process, Vampir sinking closer to the ground with each new tear in her bone-white wings.

With a loud 'thud', Vampir's back hooves touched the ground, her wings folded closed and the monster stumbled forward on her hind legs, a forehoof reaching out as she gruaned. Applejack saw her chance and raced forward, the handle of her axe in her mouth, she locked eyes with Vampir for a fraction of second, her eyes widened in surprise as her opponent let loose a wall of sound from her mouth. It collided with the magical filly and sent her spinning into a wall.

"Applejack!" Twilight yelled.

"Ah'm-ah'm alright Twilight," the orange pony said as she got to her hooves and picked up her axe.

Vampir lurched towards her on her back legs, forehooves outstretched. Applejack charged forward, swerving to one side or the other to aviod Vampir's screeches. When she was mere hoof lengths away, she leapt into the air and threw her axe at the beast. It embedded itself into Vampir's head and the night mare collapsed.

Applejack trotted forward with a smirk and then turned to her compainions. As she was about to state her victory, a scream pierced the air. She whirled around just in time to see Vampir lunge at her, its maw opening to an unnatural size as its teeth were about to snap shut over her head.

The sound of something moving through the air and the 'thunk' of something hitting the monstrosity snapped Applejack out of her shock. She looked to see an over-sized sewing needle sticking out of Vampir's chest, right where its heart would be. She stepped back as the night mare jerked once, then burst into a pile of ash, its grief seed appearing on top of the pile.

"Are you alright Applejack?" Rarity called.

As Vampir lunged at Applejack, Twilight saw something thin and silver whiz by her and watched as a needle struck the creature in the heart. She turned around to se Rarity, the fashionista was wearing a white dress shirt, a frilly purple skirt, black stockings and golden slippers on each leg and her soul gem, which took the form of purple earrings.

"Are you alright Applejack?" the other magical filly called.

"Y-yeah thanks Rare's, I dunno what would'a happened without ya," Applejack replied shakily.

"Quite alright," the white unicorn said. "Now then, lets get out of this horrid place and head back to Ponyville shall we?"

Rainbow had left shortly after the group exited the maze, the pegasus taking it upon herself to escort the cursed colt home.

"How did you know where we were?" Twilight asked as she walked along side Rarity.

"I ran into Fluttershy this morning and she told me about you two going along with Applejack. Her soul gem reacted to the night mares magic along the way; the poor dear was so worried, she asked me to make sure you were all safe" Rarity replied.

"Ah guess ah'll have ta thank Fluttershy when Ah see her again," Applejack commented.

"Oh definitely, after all, who knows what would have befallen you if I had not arrived," Rarity agreed.

Conversation between the three lulled into discussing the show put on by 'the great and powerful Trixie', where Rarity stated it was nothing more than 'a mare humiliating others and spinning atrocious lies for entertainment'.

Night fell over Ponyville and Twilight was lying in bed, unable to sleep. The battle between Applejack and Vampir Scratch played out in her head repeatedly.

_Should I really make a contract? It's obvious the battles are dangerous...But all those ponies I could help, my friends...I-_

Her thoughts were broken by lound roaring and screaming coming from outside. She ran our from under her sheets, down the stairs and burst open her front door to find ponies running around in panic from a giant bear that rampaged the streets. The creature was a purplish- blue colour and covered in stars.

"S-stay back you foul creature!" a voice- one Twilight recognised- called out, as a light blue unicorn with a silvery-blue mane and tail ran forward in front of the star-bear. She was wearing a long white cape and a matching wizard's hat. Twilight trotted around to see the clasp of the mares cape was a silver Soul Gem in the shape of a small wand.

"Go Trixie!" a colt cheered from the sidelines.

"Y-yes witness as The Great and Powerful Trixie drives away this vicious Ursa Major!" Trixie said in an tempt of bravado, her soul gem glowed and a bolt of lighting appeared from it and struck the beast.

The Ursa only shook its head to clear it of the irration the bolt had caused, Trixie gulped, shot a nervous smile to the cowd of gathering ponies and called forth flames from her horn. The star bear took a step back and roared as the flames licked at one of its paws. In anger, it slammed its undamaged paw at Trixie, who barely managed to scramble back in time.

Before the bear could continue, a large gem floated up and hovered in front of its face, enraptued by the moon light bouncing off it, the bear followed it as it floated towards the Everfree.

"Now I have to say Trixie dear, have you ever fought a night mare?" Raroty asked and trotted up to the other unicorn, her horn still glowing as the gem she summoned led the ursa back to its home.

"Of course I have!" the showmare protested.

"Really?" Applejack said skeptically. "Cause if Ya have fought one then yer magic would be a heck of a lot stronger"

"Well-I-"

"Oh and that wasn't an Ursa Major," Fluttershy stated. "it was a little baby Ursa Minor, the poor thing must've gotten cranky after being woken up"

"_That was a baby?_" Trixie exclaimed.

"Yup, an' them critters are barely stronger than most familiars, if ya patrol places like the Everfree enough yer bound ta' come across all sorts of nasty things besides night mares" Applejack stated.

"And all that bragging you did about defeating an _Ursa Major_ during your show..." Rarity trailed off.

Trixie stared wide-eyed at the group of ponies for asecond, before she reared up, created smoke could with her magic and ran out of town.

"Shouldn't we do something/" Twilight asked.

"Nope, not all magical filles are nice an' friendly,"Applejack replied. "Besides, Ah get the feeling she's one of them crooks who steal grief seeds from other, hard workin' girls."

"It is such a shame though, I hope one day she finds somepony who can help her" Fluttershy said.

"I hope so too..." Twilight replied sadly.

Night Mare Bio

Vampir Scratch

The Night Mare of the night life this vampire-like creature lures drunken ppatry goers into her maze with the sound of night club music and her familiar's- vinyl records with bat wings- herd them to her so she can drink their blood.

This Night Mare is slow on the ground, she lumbers forward on her hind legs in the fashion of the unded, so she spends her time up in the air using her giant wings to stay aloft for days on end. Once on the ground she is near defenseless and will use sound based attacks to keep her enemies at a distance.

The sound of a cello is said to calm her.


End file.
